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EXHIBIT 10.7
TEST SITE FACILITATION AGREEMENT
This Agreement is made this 14th day of April 2000, by and between
IDMEDICAL.com of 4333 N. 30th Street, Boulder, Colorado ("IDM") and Dover Family
Physicians, P.A., 1342 S. Governors Avenue, Dover, Delaware ("Physicians").
RECITALS
A. IDM provides an internet service of maintaining patient supplied
medical history information that can be accessed by treating physicians
authorized by a patient.
B. IDM assures confidentiality of the patient data base.
C. IDM needs access to a patient base for testing its services.
D. Physicians are willing to advise their patients of this service,
distribute brochures and Patient Entry Worksheets, and return the Patient Entry
Worksheets (as filled out by their patients without oversight review or
confirmation of the data and information by Physicians) to IDM for an
administrative fee.
Therefore, the parties agree as follows:
1. Term. This agreement shall be for a term of five (5) years from the
date hereof provided, however, that Physicians may terminate this agreement with
or without cause on sixty (60) days written notice to IDM. Any administrative
fees due Physicians for acts prior to termination will be paid by IDM not
withstanding termination.
2. IDM Duties. IDM will:
(a) provide Physicians with blank Patient Entry Worksheets and
brochures for delivery to Physicians' patients (Current copies (subject to
revision from time to time) of the Patient Entry Worksheet and IDM brochure are
attached as Exhibits A and B respectively):
(b) maintain internet accessible medical histories for the patients
participating in the IDM program substantially in accordance with the program
information annexed hereto as Exhibit B, it being understood that the program
may be revised and updated from time to time;
INITIALS: IDM PHYSICIAN
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(c) make clear to all patients that Physicians are merely
distributing Patient Entry Worksheets and returning such forms, that Physicians
are not assuming any responsibility for the accuracy of the information, and
that Physicians are paid an administrative fee for their participation in the
program;
(d) IDM will provide access to patient information in a secure
system from anywhere that is internet accessible.
3. Physicians' Duties. Physicians will:
(a) hand out IDM supplied brochures and blank Patient Entry
Worksheets to their patients; and collect the Patient Entry Worksheets after the
patients fill them out.
(b) routinely make available for collection by IDM the
patient-filled-out Patient Entry Worksheets in accordance with IDM's reasonable
instructions.
4. Administrative Fee. IDM will pay Physicians an administrative fee
for handing out, collecting, and transmitting Patient Entry Worksheets as
follows:
(a) for each patient that registers with IDM and maintains the
account for more than sixty (60) days on an individual basis. Physicians will be
reimbursed Ten Dollars ($10.00). IDM will charge the patient Fifteen Dollars
($15.00);
(b) for each patient that registers with IDM and maintains the
account for more than sixty (60) days on a family basis Physicians will be
reimbursed Fifteen Dollars ($15.00). IDM will charge the patient Twenty-Five
Dollars ($25.00);
(c) whenever a patient renews an account for a subsequent annual
membership, Physicians will be reimbursed Five Dollars ($5.00). IDM's renewal
fee charged to the patient will be Ten Dollars ($10.00);
(d) whenever a patient renews an account for a subsequent annual
membership on a family basis, Physicians will be reimbursed Fifteen Dollars
($15.00);
(e) the parties hereto believe that state laws are not implicated
because (a) Physicians by participating in this program are not providing
medical or medical related services and (b) they are being paid an
administrative fee, to reimburse their costs of participation.
INITIALS: IDM PHYSICIAN
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5. Notices. Any notices to be delivered as provided under this
agreement shall be as follows:
TO: IDM
4333 North 30th Street
Boulder, CO 80301
TO: Physicians
Dover Family Physicians, P.A.
1342 S. Governors Avenue
Dover, DE 19904
6. Governing Law. This agreement shall be construed and interpreted
under the laws of the State of Delaware.
7. Binding Effect. This agreement shall be binding upon the parties
hereto and their successors and assigns.
INITIALS: IDM PHYSICIAN
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IN WITNESS WHEREOF the parties hereto have executed this agreement the
day and year aforesaid.
IDMEDICAL.com
BY /s/ Richard J. Schaller Sr.
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Richard J. Schaller Sr., Ph.D.
DOVER FAMILY PHYSICIANS, P.A.
BY /s/ Jerome L. Abrams
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Jerome L. Abrams MD
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